外文翻译

Strengths优势All these private sector banks hold strong position on CRM part, they have professional, dedicated and well-trained employees.所以这些私人银行在客户管理部分都持支持态度，他们拥有专业的、细致的、训练有素的员工。

Private sector banks offer a wide range of banking and financial products and financial services to corporate and retail customers through a variety of delivery channels such as ATMs, Internet-banking, mobile-banking, etc. 私有银行通过许多传递通道（如自动取款机、网上银行、手机银行等）提供大范围的银行和金融产品、金融服务进行合作并向客户零售。

The area could be Investment management banking, life and non-life insurance, venture capital and asset management, retail loans such as home loans, personal loans, educational loans, car loans, consumer durable loans, credit cards, etc. 涉及的领域包括投资管理银行、生命和非生命保险、风险投资与资产管理、零售贷款（如家庭贷款、个人贷款、教育贷款、汽车贷款、耐用消费品贷款、信用卡等）。

Private sector banks focus on customization of products that are designed to meet the specific needs of customers. 私人银行主要致力于为一些特殊需求的客户进行设计和产品定制。

因为学校对毕业论文中的外文翻译并无规定，为统一起见,特做以下要求：1、每篇字数为1500字左右，共两篇；2、每篇由两部分组成:译文+原文.3 附件中是一篇范本，具体字号、字体已标注。

外文翻译（包含原文)(宋体四号加粗）外文翻译一（宋体四号加粗）作者：(宋体小四号加粗）Kim Mee Hyun Director, Policy Research & Development Team，Korean Film Council（小四号）出处：(宋体小四号加粗)Korean Cinema from Origins to Renaissance(P358～P340) 韩国电影的发展及前景（标题：宋体四号加粗）1996～现在数量上的增长(正文:宋体小四）在过去的十年间，韩国电影经历了难以置信的增长。

上个世纪60年代，韩国电影迅速崛起，然而很快便陷入停滞状态,直到90年代以后，韩国电影又重新进入繁盛时期。

在这个时期，韩国电影在数量上并没有大幅的增长，但多部电影的观影人数达到了上千万人次。

1996年，韩国本土电影的市场占有量只有23.1%。

但是到了1998年，市场占有量增长到35。

8%，到2001年更是达到了50%。

虽然从1996年开始，韩国电影一直处在不断上升的过程中，但是直到1999年姜帝圭导演的《生死谍变》的成功才诞生了韩国电影的又一个高峰。

虽然《生死谍变》创造了韩国电影史上的最高电影票房纪录，但是1999年以后最高票房纪录几乎每年都会被刷新。

当人们都在津津乐道所谓的“韩国大片”时，2000年朴赞郁导演的《共同警备区JSA》和2001年郭暻泽导演的《朋友》均成功刷新了韩国电影最高票房纪录.2003年康佑硕导演的《实尾岛》和2004年姜帝圭导演的又一部力作《太极旗飘扬》开创了观影人数上千万人次的时代。

姜帝圭和康佑硕导演在韩国电影票房史上扮演了十分重要的角色。

从1993年的《特警冤家》到2003年的《实尾岛》，康佑硕导演了多部成功的电影。

毕业论文外文翻译格式毕业论文外文翻译格式在撰写毕业论文时，外文翻译是一个重要的环节。

无论是引用外文文献还是翻译相关内容，都需要遵循一定的格式和规范。

本文将介绍一些常见的外文翻译格式，并探讨其重要性和应用。

首先，对于引用外文文献的格式，最常见的是使用APA（American Psychological Association）格式。

这种格式要求在引用外文文献时，先列出作者的姓氏和名字的首字母，然后是出版年份、文章标题、期刊名称、卷号和页码。

例如：Smith, J. D. (2010). The impact of climate change on biodiversity. Environmental Science, 15(2), 145-156.在翻译外文文献时，需要注意保持原文的准确性和完整性。

尽量避免意译或添加自己的解释，以免歪曲原文的意思。

同时，还需要在翻译后的文献后面加上“译者”和“翻译日期”的信息，以便读者可以追溯翻译的来源和时间。

其次，对于翻译相关内容的格式，可以参考国际标准组织ISO（International Organization for Standardization）的格式。

这种格式要求在翻译相关内容时，先列出原文，然后是翻译后的文本。

例如：原文：The importance of effective communication in the workplace cannot be overstated.翻译：工作场所有效沟通的重要性不容忽视。

在翻译相关内容时，需要注意保持原文的意思和语气。

尽量使用准确的词汇和语法结构，以便读者能够理解和接受翻译后的内容。

同时，还需要在翻译后的文本后面加上“翻译者”和“翻译日期”的信息，以便读者可以追溯翻译的来源和时间。

此外，对于长篇外文文献的翻译，可以考虑将其分成若干章节，并在每个章节前面加上章节标题。

这样可以使读者更容易理解和阅读翻译后的内容。

毕业设计外文资料翻译原文题目：The Design and Retorfit of Buildings for Resistance to Blast-Induced Progressive Collapse 译文题目：建筑物的设计和改造抵抗由爆炸冲击引起的建筑物的连续倒塌院系名称：土木建筑学院专业班级：土木工程0303班学生姓名：吴建明学号：20034040332指导教师：白杨教师职称：讲师附件： 1.外文资料翻译译文；2.外文原文。

指导教师评语及成绩：签名： 2010年 4月 12日附件1：外文资料翻译译文译文标题（3号黑体，居中）×××××××××（小4号宋体，1.5倍行距）×××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××…………。

（要求不少于3000汉字）建筑物的设计和改造抵抗由爆炸冲击引起的建筑物的连续倒塌1.简介在近现代史中，极端的爆炸事件推动了现有的设计方法和规范重新评估冲击荷载对建筑结构和它们的居住着的影响。

外文翻译模板外文翻译是专业的翻译领域之一，随着全球化的发展，外文翻译越来越受到重视。

而外文翻译模板则是一种帮助翻译人员更好地完成翻译任务的工具，下面将围绕这一主题进行阐述。

一、模板的作用外文翻译模板是一种规范化的工具，主要用于帮助翻译人员更好地理解、分析和处理原始文本。

通过使用模板，翻译人员可以更加高效地进行翻译工作，同时也能够保证翻译品质的一致性和高水平。

二、模板的组成一个完整的外文翻译模板通常包括以下几个部分：1.文本样式：一份合格的翻译必须有清晰明了的文本样式，包括字体、字号、首行缩进等格式要求。

2.标题和副标题：标题和副标题用于准确传达原始文本中的主要信息，同时也能够为翻译人员提供对文本内容的理解和分析。

3.翻译内容：主要包括词汇、语法、句法等方面的内容，这些内容可以用表格、图表等形式展现。

4.参考资料：收集和整理相关的参考文献和资料，如单词表、词典以及其他相关的参考书籍和材料等。

5.翻译说明：为了更好地向翻译人员传递翻译要求，翻译说明中应包含一些重要的信息，如翻译的目的、翻译过程中需要注意的问题等。

三、模板的使用使用外文翻译模板需要遵循以下几个步骤：1.理解源文：翻译人员需要在使用模板之前仔细阅读源文，对其中的含义和用法有清晰的认识。

2.准备工作：在开始翻译工作之前，需要准备好相关的翻译工具，如翻译软件、词典等。

3.根据模板进行翻译：使用模板指导翻译人员进行翻译工作。

在这一过程中，还需要注意一些细节问题，如翻译质量的检查和修改、翻译的格式要求等。

4.校对和修改：在翻译完成后需要进行校对和修改，以确保翻译品质的高水平。

综上所述，外文翻译模板是一种非常有用的工具，它可以帮助翻译人员更好地完成翻译任务，同时也能够提高翻译品质的一致性和高水平。

在使用模板之前，我们需要了解模板的作用和组成，并按照一定的规范进行使用。

外文翻译范例在全球化日益加深的今天，外文翻译的重要性愈发凸显。

无论是学术研究、商务交流，还是文化传播，准确而流畅的外文翻译都起着至关重要的桥梁作用。

下面为大家呈现几个不同领域的外文翻译范例，以帮助大家更好地理解和掌握外文翻译的技巧与要点。

一、科技文献翻译原文：The development of artificial intelligence has brought about revolutionary changes in various fields, such as healthcare, finance, and transportation译文：人工智能的发展给医疗保健、金融和交通运输等各个领域带来了革命性的变化。

在这个范例中，翻译准确地传达了原文的意思。

“artificial intelligence”被准确地翻译为“人工智能”，“revolutionary changes”翻译为“革命性的变化”，“various fields”翻译为“各个领域”，用词准确、贴切，符合科技文献严谨、客观的语言风格。

二、商务合同翻译原文：This Agreement shall commence on the effective date and shall continue in force for a period of five years, unless earlier terminated in accordance with the provisions herein译文：本协议自生效日起生效，并将持续有效五年，除非根据本协议的规定提前终止。

商务合同的翻译需要格外注重准确性和专业性。

上述译文中，“commence”翻译为“生效”，“in force”翻译为“有效”，“terminated”翻译为“终止”，清晰准确地表达了合同条款的含义，避免了可能的歧义。

三、文学作品翻译原文：The sun was setting, painting the sky with hues of orange and pink, as if nature were a master artist at work译文：太阳正在西沉，把天空涂成了橙色和粉色，仿佛大自然是一位正在创作的艺术大师。

IntroductionLatvian legislation for forest protection belts Latvian legislation demands that forest protection belts are established around all cities and towns. The concept of protection belts originates from the Soviet Era and is maintained in Latvian legislation despite the radical changes to the political system after regaining indepen-dence in 1991. The legal background for the establish-ment of protection belts is as follows:•Law on Protection Belts (1997, 2002)•Forest Law (2000)•Law on Planning of Territorial Development (1998).Designating a greenbelt around the city of Riga, LatviaJanis DonisLatvian State Forestry Research Institute ‘Silava’, Salaspils, LatviaAbstract: Latvian legislation demands that forest protection belts are established around all cities and towns. The main goal of a protection belt is to provide suitable opportuni-ties for recreation to urban dwellers and to minimise any negative impacts caused by urban areas on the surrounding environment. Legislation states the main principles to be adopted, which include the maximum area of protection belts, their integration in terri-torial development plans and restrictions placed on forest management activities. The largest part of the forest area around Riga is owned by the municipality of Riga, which, as a result, has two competing interests: to satisfy the recreational needs of the inhabitants of Riga, and to maximise the income from its property. In order to compile sufficient background information to solve this problem, the Board of Forests of Riga Municipality initiated the preparation of a proposal for the designation of a new protection belt.The proposal was based on the development and application of a theoretical framework developed during the 1980s. The analysis of the recreational value of the forest (5 class-es of attractiveness) was carried out based on categories of forest type, dominant tree species, dominant age, stand density, distance from urban areas and the presence of at-tractive objects. Information was derived from forest inventory databases, digital forest maps and topographic maps. Additional information was digitised and processed using ArcView GIS 3.2. Local foresters were asked about the recreation factors unique to differ-ent locations, such as the number of visitors and the main recreation activities. From a recreational point of view and taking into account legal restrictions and development plans for the Riga region, it was proposed to create three types of zones in the forest: a protection belt, visually sensitive areas and non-restricted areas.Key words:greenbelt forest, recreational value, GIS, zoningThe Law on Protection Belts states that protection belts around cities (with forests as part of a green zone)have to be established (a) to provide suitable conditions for recreation and the improvement of the health of urban dwellers, and (b) to minimise the negative im-pact of urban areas on the surrounding environment.Urban For.Urban Green.2 (2003):031–0391618-8667/03/02/01-031 $ 15.00/0Address for correspondence:Latvian State Forestry Re-search Institute ‘Silava’, Rı¯gas iela 111, Salaspils, LV-2169,Latvia. E-mail: donis@silava.lv© Urban & Fischer Verlaghttp://www.urbanfischer.de/journals/ufugRegulation nr 263 (19.06.2001) on the ‘Methodology for the establishment of forest protection belts around towns’issued by the Cabinet of Ministers (CM) states: (a) The area of a protection belt depends on the numberof inhabitants in the town: towns with up to 10,000 inhabitants should have a maximum of 100 ha of protection belt, those with between 10,000 and 100,000 inhabitants a maximum of 1,500 ha, and towns with more than 100,000 inhabitants a maxi-mum of 15,000 ha;(b) the borders of protection belts have to be able to beidentifiable on the ground, using features such as roads, ditches, power lines, and so forth;(c) protection belts have to be recorded in the territorialplans of regions adjacent to the town or city; and (d) establishment of protection belts has to be agreedupon by local municipalities.According to law, protection belts should be man-aged using adapted silvicultural measures. Clear-cut-ting, for example, is prohibited in a protection belt to mitigate any negative impacts of the city on the sur-rounding environment. The Forest Law of 2000 and subsequent regulations including the Regulation on Cutting of Trees, and the Regulation on Nature Conser-vation in Forestry define clear-cuts as felled areas larg-er than 0.1 ha where the basal area is reduced below a critical level in one year. These regulations also state the permitted intensity and periodicity of selective cut-ting (30–50%, at least 5 years between entries).The third element of the legal framework relevant for protection belts in Latvia is the Law on Planning of Territorial Development (1998). It defines:(a) Principles and responsibilities of the different or-ganisations involved;(b) the contents of territorial plans;(c) the procedures for public hearing; and(d) the procedures for the acceptance of plans.The law also states that protection belts around towns have to be designated in territorial plans. Thus, the legislation gives very detailed descriptions of the restrictions to maximum area, activities and guidelines for delineation and so forth, while there are no ‘rules’for the choice of what areas are to be included in pro-tection belts. It is up to territorial planners to propose what areas to include and for negotiation among mu-nicipalities to approve the selection.Protection belt for the city of RigaRiga and the Riga region are situated in the Coastal Lowland of Latvia within the Gulf of Riga. The main landform types are the Baltic Ice Lake plain, the Litto-rina Sea plain and the Limnoglacial plain and bog plain. The total area of the administrative area of the City of Riga covers 307.2 km2, and that of the Riga re-gion 3,059 km2. In 2000 the city of Riga had 815,000 inhabitants, while an additional 145,000 people resided in the greater Riga region. During the last decade the number of inhabitants in Riga decreased by 10.5%and in Riga region by 5.3%. In the mid-1990s the main types of industry in Riga were food processing, timber and wood processing, metal fabricating and engineer-ing, while in the region agriculture and forestry, wood processing, pharmaceuticals, and the power industry were the main activities. Due to reduced industrial ac-tivities today, the main sources of pollution in Riga re-gion are road transport and households.The greater part of the Riga region is covered by for-est, i.e. 1,642 km2or 53%. About 26% of the land is used for agriculture, 4% is covered by bogs, and 4% by water. The Riga region also has a coastal dune zone of some 30 km along the Gulf of Riga. The main tree species to be found in the Riga region are Scots pine (Pinus sylvestris L.),birch (Betula spp.) and Norway spruce (Picea abies (L.) Karsten) (see Table 1). In the administrative area of the city of Riga, 57 km2 or about 19% of the land area is forest. Scots pine is the domi-nant species, covering approx. 46.9 km2(i.e. 88% of the total forest area).According to the legislation described before, a pro-tection belt around Riga city, with a maximum size of 15,000 ha, could be designated. Moreover, any propos-al has to be agreed upon among 24 local municipalities. The Riga region is divided into 24 administrative units: 7 towns and 17 pagasts or ‘parishes’.Riga municipality currently owns more than 55,600 ha of forests. Most are situated in the vicinity of Riga. Four forest administrative districts lie completely with-in Riga region and close to Riga city (see Fig. 1). The total area of these districts is 44,158 ha out of which forest stands cover 36,064 ha (82%). Thus the Riga municipality forests of those 4 districts cover only 17% of the total forest area of the Region. The dominant tree species in the municipally owned forests are Scots32J.Donis:Designating a greenbelt around the city of Riga,LatviaUrban For.Urban Green.2 (2003)Table 1.Tree species composition in the Riga region Dominant tree Area covered, ha Average age, years species––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––Total Municipa-Total Municipa-lity*lity* Scots pine95,27627,3718581 Norway spruce20,8493,0175139Birch30,5585,1246056 Other10,438552––Total157,12136,0647369*Data only for the 4 forest districts of the Riga city munici-pality that are entirely situated within the Riga region.pine, birch and Norway spruce. These cover 76%, re-spectively 14% and 8% of the forest area. Other species cover less than 2% of the area.Until the re-establishment of Latvian independence almost all forestland was owned by the state but since then many areas have been returned to their former owners and are now privately owned. Current regula-tions state that until the designation of new boundaries for protection belts has been agreed upon, all forests of the previously existing and protected green zone have to remain protected whatever their functional role or ownership status. Consequently almost all forests of the Riga municipality located in the Riga region have management restrictions placed on them, and the same can be said for forests of other owners within the previ-ously existing green zone. Currently, therefore, on the one hand significant recreation opportunities for urban dwellers are provided, while on the other hand forest owners’rights to obtain income from timber harvest in the suburban areas continue to be restricted. Suburban municipalities also lose income because of reduced land taxes from land with management restrictions.The board of Forests of the Municipality of Riga there-fore initiated the preparation of a proposal to designate a new protection belt.Study to support protection belt designation The main objective of the study presented here has been to obtain background information in preparation for further discussions with local municipalities. Stud-ies in Latvia as well as elsewhere have revealed that recreational values of forests depend mainly on forest characteristics, location and level of pollution (Emsis et al. 1979; Emsis 1989; Holgen et al. 2000; Lindhagen & Hörnsten 2000; Rieps ˇas 1994; Su ¯na 1973, 1979). A very important aspect is the distance to the forest from places where people live (e.g. Rieps ˇas 1994). The abil-ity of a forest stand to purify the air by filtering or ab-sorbing dust, micro-organisms, and noxious gases de-pends on tree and shrub species composition, age, tree size and stand density (Emsis 1989). Stands purify the air most effectively at the time of maximum current an-nual volume increment, usually between 30 to 60 years of age in Latvian conditions, depending on species.Recreational value, on the other hand, increases with age (and tree size) and reaches its maximum consider-ably later. Taking into account the peculiarities of the dispersal of pollution as described by Laivin ‚s ˇ et al.(1993) and Za ¯lı¯tis (1993), selective cutting is prefer-able in the vicinity of a pollution source, especially ifJ.Donis:Designating a greenbelt around the city of Riga,Latvia 33Urban For.Urban Green.2 (2003)Fig. 1.Location ofthe Riga municipali-ty forests in the Riga region.the forest consists of a narrow strip between the pollu-tion source and housing. If the distance between a pol-lution source and housing exceeds several kilometres, a patch clear-cut system with stands of different ages is sufficient to provide a reduction in the negative impact of urban areas. Taking into account the fact that closer to residential areas it is more important to consider the visual qualities of the forest (e.g. Tyrväinen et al. 2003), this purification ability can generally be ignored when planning protection belts.MethodsThis study to support the designating of the Riga pro-tection belt used the following data sources for analysis (see Fig. 2): forest inventory databases, digital forest maps of the Riga municipal forests which are situated outside the administrative borders of the city (55,600 ha of which 44,158 ha located in the Riga region) (see Fig. 1), and corresponding topographic maps.The study and its developed proposal are based on an application of a theoretical approach developed during the 1980s by the Latvian State Forestry Research Insti-tute ‘Silava’(Emsis 1989) and the Lithuanian Forestry Research Institute (Riepsˇas 1994). According to the methodology developed by Emsis (1989), the first step in the process is to evaluate the recreational potential of the forest stands. This is carried out by analysing the following factors:• The tolerance of the forest ecosystem to different lev-els of anthropogenic (recreation) loading;• the status of forest ecosystems in terms of the damage or degradation as a result of recreational use;•the suitability of the landscape for non-utilitarian recreation (recreational value); and• the existing and potential levels of recreational loads.The second step involves evaluating the existing andexpected functional roles of the forest.The tolerance of the forest ecosystem to different levels of anthropogenic impact or loading is evaluated using a framework based on a combination of forest type, dominant tree species, dominant age group, soil type and relief, according to the stability of ecosystem. All stands are classified into one of five tolerance classes. The highest score is given to mature deciduous forests on mesotrophic and mesic soils on flat topogra-phy, while the lowest score is given to young pine stands on oligotrophic soils on steep slopes (forests on dunes).In this study ecosystem tolerance could not be evalu-ated, as it was primarily a desk using existing databas-es, and topographic relief maps were not available in digital form. The status of the forest ecosystem in rela-tion to damage or degradation was evaluated in terms of the degree of change in vegetation cover, under-growth, tree root exposure of the and level of littering, classified into three classes.Assessment of the recreational value of the forest stands was calculated using a formula developed by Riepsˇas (1994):Recreational value VR= (VS*kW*kS+VA)*kPWhere VSis stand suitability based on key internal at-tributes of the stand, such as species, age, stand densityand forest type. VSvalues range from 0 for young, high-density grey alder (Alnus incana L.) on wet peat soils, to 100 for average density mature pine stands ondry mineral soils. kwis a coefficient depending on the distance of the stand from watercourses, ranging from0.1 for stands further than 2 km from watercourses to1.0 for stands up to 500 m from watercourses. kSis a coefficient depending on the distance of the stand from urban areas, ranging from 0.1 for stands further than34J.Donis:Designating a greenbelt around the city of Riga,LatviaUrban For.Urban Green.2 (2003)Fig. 2.Structure of data sources used in data ana-lysis.80 km from Riga to 1.0 for stands within 30 km ofRiga. VA is an additional value depending on the pres-ence of attractive features, for example, 25 for forest stands up to 500 m from settlements, including summer cottages, or for areas intensively used for recreation ac-cording to information of local foresters. kP is a coeffi-cient depending on the level of environmental pollu-tion. Its value is 0 if the actual pollution level exceeds limit values, 0.5 if the level of environment pollution is between 50% and 100% of limit values, and 1 if the level of actual pollution is less than 50% of the limit values. In this study a coefficient of 1.0 was used, be-cause SO2and O3concentrations measured by Rigabackground measuring stations did not exceed 50% of the limit values (Fammler et al. 2000).The division of stands into classes of stand suitabili-ty is based on studies of visitors’preferences. Coeffi-cients kw, ksand VAare based on visitors’spatial distri-bution and show the ratio of the number of visitors in different zones. The evaluation of existing and expect-ed recreational loads was carried out by local foresters. They marked existing and potential recreation places on forest maps, including:•Small areas or sites for activities such as swimming, barbecuing, and so forth.•Recreation territories, defined as areas of 20 ha or more where people stay longer periods for walking, jogging, skiing or other forms of both active and pas-sive recreation.•Traditionally popular places for the collection of berries and mushrooms.•Recreational routes, including routes from public transport stops to recreation sites or recreation terri-tories, and between recreation sites and territories. For each recreation site and recreation territory data on the main seasons of use, the periods of use (week-days, weekends), and the average number of people in ‘rush-hours’during good weather conditions was col-lected or estimated.Data processing was carried out using ArcView GIS3.2a, Visual Fox pro and Microsoft Excel. VS values foreach stand were calculated from information in the for-est database using Visual Fox pro. Information collect-ed at a later stage from local foresters was digitised using separate themes (layers) in ArcView GIS 3.2a. Buffer zones along watercourses and water bodies, as well as residential areas, recreation sites and territoriesand recreation routes were created to get kW ,kSand VAvalues for each stand. Then VR values were calculatedfor each stand.A selection of recreation sites and territories was vis-ited by members of the project team in order to evalu-ate the state of the ecosystem with respect to wear and tear arising from different levels of recreational use. An evaluation of the existing functional role of each forest stand was carried out using the existing categories offorest protection. The anticipated future functional role was evaluated by annalysing the recreational value of stands, known expectations in terms of territorial de-velopment, and existing legal restrictions in order to find a compromise between recreation possibilities and other services of the forest. Next, a first draft of the protection belt was drawn according to experts’judge-ment. This draft included forests with high recreational value adjacent to residential areas and summer cot-tages, and larger tracts intensively used for recreation with medium to high recreational value.ResultsAccording to the original forest classification 65% of the total forest land area was designated as a commer-cial greenbelt forest, for which the main management goals are timber production and environmental consid-erations. The remaining 35% were designated as pro-tected (see Table 2). With regards to protected areas in Latvia: the main management goals of nature parks are nature conservation and recreation, including some ed-ucation. The goal for nature reserves is nature conser-vation, while that of the protected greenbelt forests is recreation.While interviewing local foresters it was revealed that they find it difficult to evaluate dispersed recreation loads (for example collection of berries, mushrooms). The assessments of foresters varied greatly and were considered to be unreliable. It was therefore decided to map only the places important for recreation, but not to use the inaccurate estimates of visitor numbers.In Latvia, special investigations have to be carried out in order to develop management objectives and principles for protected forests as part of the preparation of management plans. Pilot studies and visits to some of the recreation areas have revealed that the evaluation of the state of the forest ecosystem is useful only when de-veloping the detailed management plan. Even then, this is only the case for places identified by local foresters as recreation sites or territories, because otherwise it is too time consuming to carry out fieldwork which provides little useful additional information.Calculated VSvalues show that on average the forests studied have a medium suitability value for recreation (average score 47) (see Table 2). There are considerable differences between districts, with aver-age value ranging from 32 points in Olaine to 66 points in the Garkalne district. This indicates that the average stands in the Garkalne district are more suitable for recreation than those in other districts. If other aspects are taken into account, such as distance from wherepeople live, and VRvalues are calculated it can be seenJ.Donis:Designating a greenbelt around the city of Riga,Latvia35Urban For.Urban Green.2 (2003)that the districts are still ranked as follows: Garkalne,Jugla, Tireli and Olaine.Only 10% of the forest owned by Riga municipality within the Riga region were evaluated as having a high or very high recreational value. 12% had medium recreational value, while large areas used for the col-lection of berries and mushrooms were evaluated as having low or very low recreational value (60% of the total forest area) (see Table 3).More than 16% of the area is covered by bogs, for which according to the used methodology, recreational value was not evaluated at all. Some areas were recorded by the local foresters as important places for the collec-tion of berries. However, more valuable from a recre-ational point of view were those forests situated east and north-east of the city (Garkalne and Jugla districts),while the forests to the south (Olaine and Tireli districts)were found to have a lower recreational value (V R ).36J.Donis:Designating a greenbelt around the city of Riga,LatviaUrban For.Urban Green.2 (2003)Table 2.Distribution of forest by forest categories according to the original functional role Forest districtDataFormer forest category Total–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––Commercial Nature Nature Protected greenbelt forests parks reserves greenbelt forestsGarkalneArea, ha521.27,698.78,219.9Average of V S *61.966.566.2Average of V R **59.350.751.4JuglaArea, ha 8,376.74,098.812,475.4Average of V S 45.656.949.1Average of V R 22.034.025.7OlaineArea, ha 11,765.4707.512,473.0Average of V S 31.941.032.6Average of V R 8.527.410.0TireliArea, ha 8,689.5257.91,025.01,016.910,989.3Average of V S 40.666.710.059.342.3Average of V R 17.055.3 1.044.920.6TotalArea, ha 28,831.6779.11,025.013,522.044,157.6Average of V S 39.863.510.061.647.1Average of V R16.357.91.043.725.9* V S Suitability value – based on stand parameters (0–100 points).** V R Recreation value (0–125 points) based on stand parameters, distance to the residential areas, water and other attractive objects.Table 3.Distribution of forest areas by classes of attractiveness and by designated functional role Designated zoneDataClass of attractiveness Total –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––n.a.Very low Low Medium High Very high 0<2525,1–5051–7575–100100<Protection belt Area, ha76.7560.12,266.42,222.7850.5743.66719.9Average of V R *0.012.036.063.390.0125.053.4Visually sensitive Area, ha 447.64,150.54,157.7853.4847.1179.810636.1Average of V R 0.07.837.460.996.7125.028.5Non-restricted Area, ha 6,664.715,389.12,548.61,090.5874.8234.026801.7Average of V R 0.0 5.234.761.197.2125.015.8TotalArea, ha 7,189.020,099.88,972.74,166.52,572.31,157.344157.6Average of V R0.06.236.362.294.6125.025.9*V R Recreation value (0–125 points) based on stand parameters, distance to the residential areas, water and other attractive objects.Areas along main roads and railways are known to be visually sensitive, because of the large number of peo-ple who can see them during travel. The same is true for forest in the vicinity of small villages. Taking into ac-count the fact that legislation prohibits clear-cuts in pro-tection belts – which is not always necessary in order to maintain the visual quality of the landscape – it was proposed, as part of the zoning strategy, to create so called visually sensitive areas. In these areas the forest owner (Riga municipality) is recommended to use more detailed landscape-planning techniques and to pay more attention to visual aspects during management.As a result of the study, seen from a recreational point of view and taking into account legal restrictions and so forth, it has been proposed to create three zoning categories: (1) protection belts, (2) visually-sensitive areas, and (3) non-restricted areas (see Fig. 3). The protection belt should include:• Forest with high recreational value adjacent to residen-tial areas and summer cottages, to form a 200–500 m wide belt.• Larger tracts of forestland intensively used for recre-ation.The zone of visually-sensitive areas should include:• Forests within the administrative borders of Riga mu-nicipality and in the vicinity of villages (up to 200–500 m distance).• Forests along roads of national and regional impor-tance, railways, watercourses and streams as a protec-tion belt of 100–300 m wide.• Places used for mushroom and berry collection in the original restricted protection belt.• Places that could become important for recreation in the near future.J.Donis:Designating a greenbelt around the city of Riga,Latvia 37Urban For.Urban Green.2 (2003)Table 4.Proposed distribution of forest categories in designated zones (in hectares)Designated zoneFormer forest category Grand Total––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––Commercial Nature Nature Protected greenbelt forests parks reserves greenbelt forests Protection belt355.2779.15,585.76,719.9Visually sensitive areas 3,503.97,132.110,636.1Non-restricted areas 24,972.51,025.0*804.226,801.7Total 28,831.6779.11,025.013,522.044,157.6*Forests within nature reserves are not intended for recreation; their primary management goal is nature conservation.Fig. 3.Proposal for zon-ing of the Riga municipalforests in Riga region.The remaining areas should consequently be classi-fied as non-restricted areas.A revision of the first draft plan was made taking into account the known prospective development plans of Riga and Riga region. As a result, for forests owned by Riga municipality and located in Riga region the pro-posal is to include 6,720 ha in the protection belt (see Table 3). Moreover, it has been suggested to designate 10,636 ha as visually-sensitive areas, but to omit the re-maining 26,802 ha from zoning, as these do not need special management from a recreation point of view. Average recreational values of stands in this area range from 53 (medium), through 28 (low) to 15 points (very low) respectively.As a result, the major part of the forest remains in the same functional category as in the original allocation (see Table 4). As was mentioned above, the classifica-tion described here is only based on recreational as-pects, thus forests in nature reserves are misleadingly shown as non-restricted forests. Only 5,586 ha out of the 13,500 thousand ha of the originally protected greenbelt forests are proposed to be included in the protection belt, while 355 ha of the previous commer-cial greenbelt forests are proposed to be placed under stronger protection.DiscussionForests owned by Riga municipality within the Riga re-gion are divided over 13 rural municipalities. Accord-ing to legislation, revised draft proposals for zoning Riga city forests have to be accepted by Riga munici-pality, while the final decision is up to Riga and the sur-rounding municipalities. The study presented here has provided a tentative estimate of the recreational value and suitability of the forests for recreation and can be used as a starting point for political discussions. At the very beginning the intention was to divide the forests in two categories: the protection belt and the remainder of the forest. During the study it was concluded, however, that a third category would be needed, that of visually sensitive areas. Within this category more attention would have to be paid to the amenity of the landscape, but there would be no need to drastically restrict com-mercial forest management. As nature parks are also designated for recreation, it has been proposed to in-clude all forests of nature parks in the protection belt. It has to be noted that all the forests within the adminis-trative borders of cities, and as such not included in this study, are designated as protected. As a consequence, the forest area available for recreation to the inhabi-tants of Riga would increase to 12,500 ha.Unlike many other European cities, where timber ex-traction is of small importance (Konijnendijk 1999),Riga municipal forests have a considerable economic role. It is estimated that the allowable annual cut in suburban forests amounts to 169,800 m3or 81% of the annual increment (Dubrovskis et al. 2002). It should be kept in mind that income from logging is used for for-est regeneration and tending, forest fire protection and maintenance of recreation facilities.The objective of this study was not to evaluate the precision of the method nor possible errors occurring when applying it. This study revealed, however, the in-completeness of the methodology used. Bogs, which are very sensitive to recreation loads, are ascribed quite a high level of attractiveness from a recreation point of view (for the collection of wild berries), but according to the methodology they are not evaluated at all. All watercourses were assumed to be attractive sites, while the preliminary evaluation of recreation loads showed this not to be true. The use of watercourses is very vari-able and obviously depends on water quality and vege-tation structure of the edges or banks. Another aspect which was not taken into account was that amenity of a forest is not simply the sum of the amenity values of forest stands (Pukkala et al. 1995).It seems that the evaluation based on dominant species is appropriate for screening areas, but for more detailed management plans, species mixture, the number of forest layers, and principles of landscape architecture also have to be taken into account (Bell 1999; Bell & Nikodemus 2000). Various studies have shown that people prefer uneven-aged forests (e.g. Melluma et al. 1982) and uneven-aged stands (e.g. Riepsˇas 1994). The impacts of the screening effect show that there are, even in the visually-sensitive and commercial zones, considerable areas with high and very high recreational value. This is mainly because delineation of zonal boundaries is carried out using easily distinguishable natural lines, and often it is not worth including single stands of high recreational value in the protection belt if, as a consequence, re-strictions on management would be placed over whole compartments of 50 ha.For the preparation of specific management guide-lines detailed field inventories have to be carried out. This has not been done in this study, where more re-liance was placed on the experience of local foresters and existing databases. Detailed economical calcula-tions have yet to be carried out in order to evaluate the direct and indirect value of the forest. These will also assist in obtaining more background information to be used as part of a holistic approach and for development of a decision support system to resolve contradictions between different interest groups.After acceptance of the draft plan by the municipali-ty of Riga, the process of negotiation between Riga and its surrounding municipalities is currently ongoing.38J.Donis:Designating a greenbelt around the city of Riga,Latvia Urban For.Urban Green.2 (2003)。

2. WHAT CONSTITUTES FAIR DEALINGWEINBERGER v. UOP, INC.457 A.2d 701 (Del.Supr.19a3).MOORE, JUSTICE.This post-trial appeal was reheard en banc from a decision of the Court of Chancery. It was brought by the class action plaintiff below, a former shareholder of UOP, Inc., who challenged the elimination of UOP's minority shareholders by a cash-out merger between UOP and its majority owner, The Signal Companies, Inc. Originally, the defendants in this action were Signal, UOP, certain officers and directors of those companies, and UOP's investment banker, Lehman Brothers Kuhn Loeb, Inc. The present Chancellor held that the terms of the merger were fair to the plaintiff and the other minority shareholders of UOP. Accordingly, he entered judgment in favor of the defendants.Numerous points were raised by the parties, but we address only the following questions presented by the trial court's opinion:1) The plaintiffs duty to plead sufficient facts demonstrating the unfairness of the challenged merger;2) The burden of proof upon the parties where the merger has been approved by the purportedly informed vote of a majority of the minority shareholders;3) The fairness of the merger in terms of adequacy of the defendants' disclosures to the minority shareholders;4) The fairness of the merger in terms of adequacy of the price paid for the minority shares and the remedy appropriate to that issue; and5) The continued force and effect of Singer v. Magnavox Co., Del.Supr., 380 A.2d 969, 980 (1977), and its progeny.In ruling for the defendants, the Chancellor re-stated his earlier conclusion that the plaintiff in a suit challenging a cash-out merger must allege specific acts of fraud, misrepresentation or other items of misconduct to demonstrate the unfairness of the merger terms to the minority. We approve this rule and affirm it.The Chancellor also held that even though the ultimate burden of proof is on the majority shareholder to show by a preponderance of the evidence that the transaction is fair, it is first the burden of the plaintiff attacking the merger to demonstrate some basis for invoking the fairness obligation. We agree with that principle. However, where corporate action has been approved by an informed vote of a majority of the minority shareholders, we conclude that the burden entirely shifts ^ to the plaintiff to show that the transaction was unfair to the minority^- But in all this, the burden clearly remains on those relying on the vote to show that they completely disclosed all material facts relevant to the transaction.Here, the record does not support a conclusion that the minority stockholder vote was an informed one. Material information, necessary to acquaint those shareholders with the bargaining positions of Signal and UOP, was withheld under circumstances amounting to a breach of fiduciary duty. We therefore conclude that this merger does not meet the test of fairness, at least as we address that concept, and no burden thus shifted to the plaintiff by reason of the minority shareholder vote. Accordingly, we reverse and remand for further proceedings consistent herewith.In considering the nature of the remedy available under our law to minority shareholders in a cash-out merger, we believe that it is, and hereafter should be, an appraisal under 8 Del.C. § 262 as hereinafter construed. We therefore overrule Lynch v. Vickers Energy Corp., Del. Supr., 429 A.2d 497 (1981) {Lynch II) to the extent that it purports to limit a stockholder's monetary relief to a specific damage formula. But to give full effect to section 262 within the framework of the General Corporation Law we adopt a more liberal, less rigid and stylized, approach to the valuation process than has heretofore been permitted by our courts. While the present state of these proceedings does not admit the plaintiff to the appraisal remedy per se, the practical effect of the remedy we do grant him will be co-extensive with the liberalized valuation and appraisal methods we herein approve for cases coming after this decision.Our treatment of these matters has necessarily led us to a reconsideration of the business purpose rule announced in the trilogy of Singer A v. Magnavox Co., supra; Tanzer v. International General Industries, JT > Inc., DeL.Supr., 379 A.2d 1121 (1977); and Roland International Corp. v. Najjar, Del.Supr., 407 A.2d 1032 (1979). For the reasons hereafter set forth we consider that the business purpose requirement of these cases v J is no longer the law of Delaware.The facts found by the trial court, pertinent to the issues before us, are supported by the record, and we draw from them as set out in the Chancellor's opinion.Signal is a diversified, technically based company operating through various subsidiaries. Its stock is publicly traded on the New York, Philadelphia and Pacific Stock Exchanges. UOP, formerly known as Universal Oil Products Company, was a diversified industrial company engaged in various lines of business, including petroleum and petro-chemical services and related products, construction, fabricated metal products, transportation equipment products, chemicals and plastics, and other products and services including land development, lumber products and waste disposal. Its stock was publicly held and listed on the New York Stock Exchange.In 1974 Signal sold one of its wholly-owned subsidiaries for $420,000,000 in cash. See Gimbel v. Signal Companies, Inc., Del.Ch., 316 A.2d 599, aff’d, Del.Supr., 316 A.2d 619 (1974). While looking to invest this cash surplus, Signal became interested in UOP as a possible acquisition. Friendly negotiations ensued, and Signal proposed to acquire a controlling interest in UOP at a price of $19 per share. UOP's representatives sought $25 per share. In the arm's length bargaining that followed, an understanding was reached whereby Signal agreed to purchase from UOP 1,500,000 shares of UOP's authorized but unissued stock at $21 per share.This purchase was contingent upon Signal^ making a successful cash tender offer for 4,300,000 publicly held shares of UOP, also at a price of $21 per share. This combined method of acquisition permitted Signal to acquire 5,800,000 shares of stock, representing 50.5% of UOP's outstanding shares. The UOP board of directors advised the company's shareholders that it had no objection to Signal's tender offer at that price. Immediately before the announcement of the tender offer, UOP's common stock had been trading on the New York Stock Exchange at a fraction under $14 per share.The negotiations between Signal and UOP occurred during April 1975, and the resulting tender offer was greatly oversubscribed. However, Signal limited its total purchase of the tendered shares so that, when coupled with the stock bought from UOP, it had achieved its goalof becoming a 50.5% shareholderAlthough UOP’ board consisted of thirteen directors, Signal nominated and elected only six. Of these, five were either directors or employees of Signal. The sixth, a partner in the banking firm of Lazard Freres & Co., had been one of Signal's representatives in the negotiations and bargaining with UOP concerning the tender offer and purchase price of the UOP shares.However, the president and chief executive officer of UOP retired during 1975, and Signal caused him to be replaced by James V. Crawford, a long-time employee and senior executive vice president of one of Signal's wholly-owned subsidiaries. Crawford succeeded his predecessor on UOP's board of directors and also was made a director of Signal.By the end of 1977 Signal basically was unsuccessful in finding other suitable investment candidates for its excess cash, and by February 1978 considered that it had no other realistic acquisitions available to it on a friendly basis. Once again its attention turned to UOP.The trial court found that at the instigation of certain Signal management personnel, including William W. Walkup, its board chairman, and Forrest N. Shumway, its president, a feasibility study was made concerning the possible acquisition of the balance of UOP's outstanding shares. This study was performed by two Signal officers, Charles S. Arledge, vice president (director of planning), and Andrew J. Chitiea, senior vice president (chief financial officer). Messrs. Walkup, Shumway, Arledge and Chitiea were all directors of UOP in addition to their membership on the Signal board.Arledge and Chitiea concluded that it would be a good investment for Signal to acquire the remaining 49.5% of UOP shares at any price up to $24 each. Their report was discussed between Walkup and Shumway who, along with Arledge, Chitiea and Brewster L. Arms, internal counsel for Signal, constituted Signal's senior management. In particular, they talked about the proper price to be paid if the acquisition was pursued, purportedly keeping in mind that as UOP's majority shareholder, Signal owed a fiduciary responsibility to both its own stockholders as well as to UOP's minority. It was ultimately agreed that a meeting of Signal's Executive Committee would be called to propose that Signal acquire the remaining outstanding stock of UOP through a cash-out merger in the range of $20 to $21 per share.The Executive Committee meeting was set for February 28, 1978. As a courtesy, UOP's president, Crawford, was invited to attend, although he was not a member of Signal's executive committee. On his arrival, and prior to the meeting, Crawford was asked to meet privately with Walkup and Shumway. He was then told of Signal's plan to acquire full ownership of UOP and was asked for his reaction to the proposed price range of $20 to $21 per share. Crawford said he thought such a price would be "generous", and that it was certainly one which should be submitted to UOP's minority shareholders for their ultimate consideration. He stated, however, that Signal's 100% ownership could cause internal problems at UOP. He believed that employees would have to be given some assurance of their future place in a fully- owned Signal subsidiary. Otherwise, he feared the departure of essential personnel. Also, many of UOP's key employees had stock option incentive programs which would be wiped out by a merger. Crawford therefore urged that some adjustment would have to be made, such as providing a comparable incentive in Signal's shares, if after the merger he was to maintain his quality of personnel and efficiency at UOP.Thus, Crawford voiced no objection to the $20 to $21 price range, nor did he suggest that Signal should consider paying more than $21 per share for the minority interests. Later, at the Executive Committee meeting the same factors were discussed, with Crawford repeating the position he earlier took with Walkup and Shumway. Also considered was the 1975 tender offer andthe fact that it had been greatly oversubscribed at $21 per share. For many reasons, Signal's manage¬ment concluded that the acquisition of UOP's minority shares provided the solution to a number of its business problems.Thus, it was the consensus that a price of $20 to $21 per share would be fair to both Signal and the minority shareholders of UOP. Signal's executive committee authorized its management "to negotiate" with UOP "for a cash acquisition of the minority ownership in UOP, Inc., with the intention of presenting a proposal to [Signal's] board of directors * * * on March 6, 1978". Immediately after this February 28, 1978 meeting, Signal issued a press release stating: The Signal Companies, Inc. and UOP, Inc. are conducting negotiations for the acquisition for cash by Signal of the 49.5 per cent of UOP which it does not presently own, announced Forrest N. Shumway, president and chief executive officer of Signal, and James V. Crawford, UOP president. Price and other terms of the proposed transaction have not y et been finalized and would be subject to approval of the boards of directors of Signal and UOP, scheduled to meet early next week, the stockholders of UOP and certain federal agencies.The announcement also referred to the fact that the closing price of UOP's common stock on that day was $14.50 per share.Two days later, on March 2, 1978, Signal issued a second press release stating that its management would recommend a price in the range of $20 to $21 per share for UOP's 49.5% minority interest. This announcement referred to Signal's earlier statement that "negotiations" were being conducted for the acquisition of the minority shares.Between Tuesday, February 28, 1978 and Monday, March 6,1978, a total of four business days, Crawford spoke by telephone with all of UOP's non-Signal, i.e., outside, directors. Also during that period, Crawford retained Lehman Brothers to render a fairness opinion as to the price offered the minority for its stock. He gave two reasons for this choice. First, the time schedule between the announcement and the board meetings was short (by then only three business days) and since Lehman Brothers had been acting as UOP's investment banker for many years, Crawford felt that it would be in the best position to respond on such brief notice. Second, James W. Glanville, a long-time director of UOP and a partner in Lehman Brothers, had acted as a financial advisor to UOP for many years. Crawford believed that Glanville's familiarity with UOP, as a member of its board, would also be of assistance in enabling Lehman Brothers to render a fairness opinion within the existing time constraints.Crawford telephoned Glanville, who gave his assurance that Lehman Brothers had no conflicts that would prevent it from accepting the task. Glanville's immediate personal reaction was that a price of $20 to $21 would certainly be fair, since it represented almost a 50% premium over UOP's market price. Glanville sought a $250,000 fee for Lehman Brothers' services, but Crawford thought this too much. After further discussions Glanville finally agreed that Lehman Brothers would render its fairness opinion for $150,000.During this period Crawford also had several telephone contacts with Signal officials. In only one of them, however, was the price of the shares discussed. In a conversation with Walkup, Crawford advised that as a result of his communications with UOP's non-Signal directors, it was his feeling that the price would have to be the top of the proposed range, or $21 per share, if the approval of UOP's outside directors was to be obtained. But again, he did not seek any price higher than $21.Glanville assembled a three-man Lehman Brothers team to do the work on the fairness opinion. These persons examined relevant documents and information concerning UOP, including its annual reports and its Securities and Exchange Commission filings from 1973 through 1976, as well as its audited financial statements for 1977, its interim reports to shareholders, and its recent and historical market prices and trading volumes. In addition, on Friday, March 3, 1978, two members of the Lehman Brothers team flew to UOP's headquarters in Des Plaines, Illinois, to perform a "due diligence" visit, during the course of which they interviewed Crawford as well as UOP's general counsel, its chief financial officer, and other key executives and personnel.As a result, the Lehman Brothers team concluded that "the price of either $20 or $21 would be a fair price for the remaining shares of UOP". They telephoned this impression to Glanville, who was spending the weekend in Vermont.On Monday morning, March 6, 1978, Glanville and the senior member of the Lehman Brothers team flew to Des Plaines to attend the scheduled UOP directors meeting. Glanville looked over the assembled information during the flight. The two had with them the draft of a "fairness opinion letter" in which the price had been left blank. Either during or immediately prior to the directors' meeting, the two-page "fairness opinion letter" was typed in final form and the price of $21 per share was inserted.On March 6, 1978, both the Signal and UOP boards were convened to consider the proposed merger. Telephone communications were maintained between the two meetings. Walkup, Signal's board chairman, and also a UOP director, attended UOP's meeting with Crawford in order to present Signal's position and answer any questions that UOP's non-Signal directors might have. Arledge and Chitiea, along with Signal's other designees on UOP's board, participated by conference telephone. All of UOP's outside directors attended the meeting either in person or by conference telephone.First, Signal's board unanimously adopted a resolution authorizing Signal to propose to UOP a cash merger of $21 per share as outlined in a certain merger agreement, and other supporting documents. This proposal required that the merger be approved by a majority of UOP's outstanding minority shares voting at the stockholders meeting at which the merger would be considered, and that the minority shares voting in favor of the merger, when coupled with Signal's 50.5% interest would have to comprise at least two-thirds of all UOP shares. Otherwise the proposed merger would be deemed disapproved.UOP's board then considered the proposal. Copies of the agreement were delivered to the directors in attendance, and other copies had been forwarded earlier to the directors participating by telephone. They also had before them UOP financial data for 1974-1977, UOP's most recent financial statements, market price information, and budget projections for 1978. In addition they had Lehman Brothers' hurriedly prepared fairness opinion letter finding the price of $21 to be fair. Glanville, the Lehman Brothers partner, and UOP director, commented on the information that had gone into preparation of the letter.Signal also suggests that the Arledge-Chitiea feasibility study, indicating that a price of up to $24 per share would be a "good investment" for Signal, was discussed at the UOP directors' meeting. The Chancellor made no such finding, and our independent review of the record, detailed infra, satisfies us by a preponderance of the evidence that there was no discussion of this document at UOP's board meeting. Furthermore, it is clear beyond peradventure that nothing in that report was ever disclosed to UOP's minority shareholders prior to their approval of themerger.After consideration of Signal's proposal, Walkup and Crawford left the meeting to permit a free and uninhibited exchange between UOP's non-Signal directors. Upon their return a resolution to accept Signal's offer was then proposed and adopted. While Signal's men on UOP's board participated in various aspects of the meeting, they abstained from voting. However, the minutes show that each of them "if voting would have voted yes".On March 7, 1978, UOP sent a letter to its shareholders advising them of the action taken by UOP's board with respect to Signal's offer. This document pointed out, among other things, that on February 28, 1978 "both companies had announced negotiations were being conducted".Despite the swift board action of the two companies, the merger was not submitted to UOP's shareholders until their annual meeting on May 26, 1978. In the notice of that meeting and proxy statement sent to shareholders in May, UOP's management and board urged that the merger be approved. The proxy statement also advised:The price was determined after discussions between James V. Crawford, a director of Signal and Chief Executive Officer of UOP, and officers of Signal which took place during meetings on February 28, 1978, and in the course of several subsequent telephone conversations. (Emphasis added.)In the original draft of the proxy statement the word "negotiations" had been used rather than "discussions". However, when the Securities and Exchange Commission sought details of the "negotiations" as part of its review of these materials, the term was deleted and the word "discussions" was substituted. The proxy statement indicated that the vote of UOP's board in approving the merger had been unanimous. It also advised the shareholders that Lehman Brothers had given its opinion that the merger price of $21 per share was fair to UOP's minority. However, it did not disclose the hurried method by which this conclusion was reached.As of the record date of UOP's annual meeting, there were 11,488,302 shares of UOP common stock outstanding, 5,688,302 of which were owned by the minority. At the meeting only 56%, or 3,208,652, of the minority shares were voted. Of these, 2,953,812, or 51.9% of the total minority, voted for the merger, and 254,840 voted against it. When Signal's stock was added to the minority shares voting in favor, a total of 76.2% of UOP's outstanding shares approved the merger while only 2.2% opposed it.By its terms the merger became effective on May 26, 1978, and each share of UOP's stock held by the minority was automatically converted into a right to receive $21 cash.II.A.A primary issue mandating reversal is the preparation by two UOP directors, Arledge and Chitiea, of their feasibility study for the exclusive use and benefit of Signal. This document was of obvious significance to both Signal and UOP. Using UOP data, it described the advantages to Signal of ousting the minority at a price range of $21-$24 per share. Mr. Arledge, one of the authors, outlined the benefits to Signal:Purpose Of The Merger1) Provides an outstanding investment opportunity for Signal—(Better than any recent acquisition we have seen.)2) Increases Signal's earnings.3) Facilitates the flow of resources between Signal and its subsidiaries(Big factor—works both ways.)4) Provides cost savings potential for Signal and UOP.5) Improves the percentage of Signal's 'operating earnings' as opposed to 'holding company earnings'.6) Simplifies the understanding of Signal.7) Facilitates technological exchange among Signal's subsidiaries.8) Eliminates potential conflicts of interest.Having written those words, solely for the use of Signal it is clear from the record that neither Arledge nor Chitiea shared this report with their fellow directors of UOP. We are satisfied that no one else did either. This conduct hardly meets the fiduciary standards applicable to such a transaction * * *The Arledge-Chitiea report speaks for itself in supporting the Chancellor's finding that a price of up to $24 was a "good investment" for Signal. It shows that a return on the investment at $21 would be 15.7% versus 15.5% at $24 per share. This was a difference of only two-tenths of one percent, while it meant over $17,000,000 to the minority. Under such circumstances, paying UOP's minority shareholders $24 would have had relatively little long-term effect on Signal, and the Chancellor's findings concerning the benefit to Signal, even at a price of $24, were obviously correct. Levitt v. Bouvier, Del.Supr., 287 A.2d 671, 673 (1972).Certainly, this was a matter of material significance to UOP and its shareholders. Since the study was prepared by two UOP directors, using UOP information for the exclusive benefit of Signal, and nothing whatever was done to disclose it to the outside UOP directors or the minority shareholders, a question of breach of fiduciary duty arises. This problem occurs because there were common Signal-UOP directors participating, at least to some extent, in the UOP board's decision making processes without full disclosure of the conflicts they faced.7B.In assessing this situation, the Court of Chancery was required to:examine what information defendants had and to measure it against what they gave to the minority stockholders, in a context in which 'complete candor' is required. In other words, the limited function of the Court was to determine whether defendants had disclosed all information in their possession germane to the transaction in issue. And by 'germane' we mean, for present purposes, information such as a reasonable shareholder would consider important. in Priding whether. to sell or retain stock.* * ** * * Completeness, not adequacy, is both the norm and the mandate under present circumstances. Lynch v. Vickers Energy Corp., Del.Supr., 383 A.2d 278, 281 (1977) (Lynch /). This is merely stating in another way the long-existing principle of Delaware law that these Signal designated directors on UOP's board still owed UOP and its shareholders an uncompromising duty of loyalty. The classic language of Guth v. Loft, Inc., Del.Supr., 5 A.2d 503, 510 (1939), requires no embellishment:A public policy, existing through the years, and derived from a profound knowledge of human characteristics and motives, has established a rule that demands of a corporate officer or director, peremptorily and inexorably, the most scrupulous observance of his duty, not only affirmatively to protect the interests of the corporation committed to his charge, but also to refrainfrom doing anything that would work injury to the corporation, or to deprive it of. profit or advantage which his skill and ability might properly bring to it, or to enable it to make in the reasonable and lawful exercise of its powers. The rule that requires an undivided and unselfish loyalty to the corporation demands that there shall be no conflict between duty and self-interest. Given the absence of any attempt to structure this transaction on an arm's length basis, Signal cannot escape the effects of the conflicts it faced, particularly when its designees on UOP's board did not totally abstain from participation in the matter. There is no "safe harbor" for such divided loyalties in Delaware. When directors of a Delaware ^ corporation are on both sides of a transaction, they are required to demonstrate their utmost good faith and the most scrupulous inherent P fairness of the bargain. Gottlieb v. Heyden Chemical Corp., Del.Supr., 91 A.2d 57, 57-58 (1952). The requirement of fairness is unflinching in v rP y demand that where one stands on both sides of a transaction, he has the burden of establishing its entire fairness, sufficient to pass the test of careful scrutiny by the courts. Sterling v. Mayflower Hotel Corp., N, Del.Supr., 93 A.2d 107, 110 (1952); Bastian v. Bourns, Inc., Del.Ch., 256 A.2d 680, 681 (1969), aff’d, Del.Supr., 278 A.2d 467 (1970); David J. Greene & Co. v. Dunhill International Inc., Del.Ch., 249 A.2d 427, 431 (1968).There is no dilution of this obligation where one holds dual or multiple directorships, as in a parent-subsidiary context. Levien v. Sinclair Oil Corp., Del.Ch., 261 A.2d 911, 915 (1969). Thus, individuals who act in a dual capacity as directors of two corporations, one of whom is parent and the other subsidiary, owe the same duty of good management to both corporations, and in the absence of an independent negotiating structure (see note 7, supra), or the directors' total abstention from any participation in the matter, this duty is to be exercised in light of what is best for both companies. Warshaw v. Calhoun, Del. Supr., 221 A.2d 487, 492 (1966). The record demonstrates that Signal has not met this obligation.。

外文翻译格式
外语翻译通常需要遵循一定的格式，以确保翻译内容的准确性和易读性。

以下是一个700字外文翻译的通用格式示例：
1. 标题：翻译的内容的标题，通常与原文标题保持一致，居中显示。

2. 原文：原文内容，可将原文段落编号，并保留原文格式，如段落缩进或列表。

3. 译文：相关段落的翻译内容，与原文一一对应，并保持相同的段落编号和格式。

4. 术语翻译：将翻译中使用的特定术语或固定表达进行解释和翻译，避免出现歧义。

5. 校对与审校：对翻译内容进行校对和审校，确保翻译准确无误。

6. 结论：对整个翻译内容进行总结和评价，提出自己的观点和见解。

7. 参考文献：如有需要，列出翻译过程中所参考的文献或资料。

8. 附录：如有需要，可在翻译后添加附录，补充相关资料或说明。

注意事项：
- 翻译应遵循专业的术语和语法规范，尽量保持翻译内容的准确性。

- 可根据需要调整段落的分配和序号，以符合原文和翻译内容的逻辑结构。

- 保持翻译格式的统一和美观，使用合适的字体和字号，并注意标点符号的使用。

- 翻译结束后，应进行校对和审校，以确保翻译质量的准确性和流畅性。

总之，一个700字外文翻译的格式应该清晰明了，结构合理，准确无误，并能为读者提供一个清晰且易于理解的翻译内容。

Hotel Management System IntegrationServices1.IntroductionIt is generally accepted that the role of the web services in businesses is undoubtedly important. More and more commercial software systems extend their capability and power by using web services technology. Today the e-commerce is not merely using internet to transfer business data or supporting people to interact with dynamic web page, but are fundamentally changed by web services. The World Wide Web Consortium's Xtensible Markup Language (XML) and the Xtensible Stylesheet Language (XSL) are standards defined in the interest of multi-purpose publishing and content reuse and are increasingly being deployed in the construction of web services. Since XML is looked as the canonical message format, it could tie together thousands of systems programmed by hundreds of programming languages. Any program can be mapped into web service, while any web service can also be mapped into program. In this paper, we present a next generation commercial system in hotel industry that fully integrates the hotel Front Office system, Property Management System, Customer Relationship Management System, Quality Management system, Back Office system and Central Reservations System distributed in different locations. And we found that this system greatly improves both the hotel customer and hotel officer’s experiences in the hotel business work flow. Because current technologies are quite mature, it seems no difficulty to integrate the existing system and the new coming systems (for example, web-based applications or mobile applications). However, currently in hotel industry there are few truly integrated systems used because there are so many heterogeneous systems already exist and scalability, maintenance, price, security issues then become huge to be overcome. From our study on Group Hotel Integration Reservation System (GHIRS), there are still challenges to integrate Enterprise Information System (EIS), Enterprise Information Portal system (EIP), Customer Relationship Management system (CRM) and Supply Chain Management system (SCM) together because of standardization, security and scalability problems, although GHIRS is one of few integration solutions to add or expand hotel software system in any size of hotel chains environment.We developed this system to integrate the business flow of hotel management by using webservices and software integration technologies. In this paper, firstly we describe a scenario of hotel reservation and discuss the interaction between GHIRS and human. Secondly we analyze details of design and implementation of this system. The result and implications of the studies on the development of GHIRS are shown in the later part. Finally we discuss some problems still need to be improved and possible future directions of development.2. Hotel Reservation: A Business Case StudyOur initial thinking to develop GHIRS is to minimize the human interaction with the system. Since GHIRS is flexible and automated, it offers clear benefits for both hotel customers and hotel staff, especially for group hotel customers and group hotel companies. Group hotel companies usually have lots of hotels, restaurants, resorts, theme parks or casinos in different locations. For example, Shangri-La group has hundreds of hotels in different countries all over the world. These groups have certain customers who prefer to consume in hotels belong to the same group because they are membership of the group and can have individual services.The first step of a scenario of hotel reservation is that the consumer plans and looks for a hotel according the location, price or whatever his criteria and then decides the hotel. Then he makes a reservation by telephone, fax, internet, or mail, or just through his travel agent. When hotel staff receives the request, they first look if they can provide available services. If there is enough resource in the hotel, they prepare the room, catering and transportation for the request and send back acknowledgement. At last the guest arrives and checks in. The business flow is quite simple; however, to accomplish all these tasks is burdensome for both the consumer side and the hotel side without an efficient and integrated hotel management system.Telephone may be a good way to make a reservation because it is beyond the limit of time and space. Guests can call hotels at any time and any place. However, it costs much when the hotel is far away from the city where guest lives; especially the hotel locates in a different country. Moreover, if there is a group of four or five people to make reservation together, it would take a long time for hotel staff to record all the information they need. Making reservation by travel agent saves consumers’ time and cost, but there is still millions of work for agent to do. They gather the requirements from consumers, then distribute to proper destination hotels. Becausethese hotels don’t use a same system (these thousand s of hotels may use hundreds of management systems), someone, agent or hotel staff, must face the problem how to handle information from different sources with different hotel management systems to different destinations.Web service becomes the tool to solve these problems. Our web services integrate the web server and hotel management system together, and everyone gets benefit. Booking a room easily anywhere and anytime becomes possible by using GHIRS. Consumer browses websites and finds hotel using his PC, PDA or mobile phone (W AP supported), after his identity is accepted, he can book a reservation. Two minutes later he can get the acknowledgement from the hotel by mobile phone text message or multimedia message, or email sent to his email account or just acknowledgement on the dynamic web page, if he hasn’t leave the website. The response time may take a little longer because when the hotel receives the quest, in some circumstance, hotel staff should check if there is clean and vacant room left. The web service is a standard interface that all travel agents can handle, gather and distribute the reservation information easily through internet. When the reservation request is acknowledged, hotel staff prepares the room, catering, and transportation for guests. Since the information already stored in the database, every part in the hotel chains can share it and work together properly. For example, staff in front office and housekeeping department can prepare room for guests according to the data, staff in back office can stock material for catering purpose and hotel manager can check business report in Enterprise Information Portal integrated with GHIRS by his browser. Then room rent-ratio reports, room status reports, daily income reports and other real time business reports are generated. Managers of the group can access any report of any hotel by the system. In the later part of this paper, we will show how consumers, agents, and hotel staff can efficiently work together by GHIRS.GHIRS is scalable for small-to-large hotel chains and management companies, especially good for hotel group. It truly soars with seamless connectivity to global distribution systems thereby offering worldwide reservation access. It also delivers real-time, on line reservations via the Internet.3. Integration of Hotel Management SystemGHIRS is developed on the base of an existed hotel management system called FoxhisTM.FoxhisTM shares the largest part of software market in hotel industry in China. FoxhisTM version 5 has distributed Client/Server architecture that the server runs SCO-UNIX and client runs Microsoft Windows and it use Sybase database on UNIX. The system includes Front Office system, Property Management system, Quality Management system, Human Resource Management system, Enterprise Information Portal system (EIP), Customer Relationship Management system (CRM) and Supply Chain Management system (SCM).This system is largely based on intranet environment. Most of the work is done in a single hotel by the hotel staff. It’s no customer self-service. If a consumer wants to book a room, hotel staff in local hotel must help the guest to record his request, although FoxhisTM system already done lots of automatic job.When the systems are deployed in different hotels that are parts of a group, sharing data becomes a problem. Just as an example, if the group has ten hotels, there would be at least ten local databases to store the consumers’ data. Because hotels need real time respond of the system, so these ten hotels can’t deploy a central database that does not locate in the same local network. Thus one guest may have different records in different hotels and the information cannot be shared. By web services as an interface, these data can be exchanged easily.Recall that our initial thinking to deploy GHIRS is to save hotel staff, travel agents and consumers’labor work the system is to link all the taches of hotel business chains. Figure1 shows how consumers, agents, hotel staff cooperate together efficiently with the system.Consumers could be divided into two categories. One is member of hotel group, who holds different classes of memberships and gains benefits like discount or special offers. These consumers usually contribute a lar ge part of the hotel’s profit then are looked as VIP. The hotel keeps their profiles, preferences and membership account status. The other category is common guest. All these two kinds of guests and travel agents who may trade with many other hotels face the web-based interface that let them to make a reservation. For common guest, the system just requires him to input reservation information such as guest name, contact information, arrival and departure the system. The central processing server then distributes the information to appropriate hotel. Since web services technology is so good for submitting documents to long running business process flows, hotel staff could easily handle this data in andout of database management system and application server. As the membership of hotel, a user just inputs his member id and password, room information, arrival and departure date, then finish the request. Because hotels keep members’ profile, and systems exchange profile across all hotels of the group by web serv ices, hotel staff in different hotels could know the guest’s individual requirement and provide better services.The agents work for consumers get benefits from GHIRS as well. They may also keep the consumers’ profile and the web services interface is op en to them, it is easy to bridge their system to hotel management system. Before GHIRS is deployed, the agents should separate and process the reservation data and distribute them to different hotels, which is an onerous job. But now the agents could just press one button and all the hotel reservation is sent to destination.Hotel staff receives all request from different sources. Some policies are applied to response the request. For example, some very important guest’s request is passed automatically wi thout confirmation, the guest could get acknowledgement in very short time. The request triggers all chains of the hotel business flow and all the preparation work is done before his arrival. But for the common customer, hotel staff would check on the anticipate date if there is vacant and clean rooms available. Because all the FoxhisTM components are integrated together, staff users needn’t change computer interface to check he room status. If it is a valid request with enough guests’ information and there is enough room left, a confirmation is sent back. If there is not enough vacant room, hotel staff will ask if guest would like to wait a time or transfer to other hotels in the hotel group or alliance hotels. In order to transfer guest’s request, data flow s from local database to the central server through local web server, then it is passed to another hotels database by web services interface.Today there are lots of platforms that could provide capabilities to integrate different system and offer other features such as security and work load balancing. The two main commercial products are Java2 Enterprise Edition (J2EE) and . They offer pretty much the same laundry of list of features, albeit in different ways. We choose .NET platform as our programming environment, however, here we don’t advocate which platform is better or not. Our target is to integrate these decentralized and distributed systems together. In fact, both of these platforms support XML and SOAP to accomplish our task.We use Microsoft Internet Information Services (IIS) as web server and Sybase databaseserver. The firewalls separate the local networks from the public networks. This is very important from the security point of view. Each hotel of the group has a database server, an application server and a web server to deploy this multi-tier system that includes the user interface presentation tier, business presentation tier, business logical tier, and the data access tier. C# is adopted as the programming language for the core executable part. XML is the data exchange standard format.From:/link?url=u5PQlr59n0dA VI-V09htSseEFFmyLzwI5P7AR42ULwI7 okjG08MmwqYRvV_LbVYnj6XcxiEVbS5xlTpOhidIDdIrYo-h_3dU-v7QNgTtmMm酒店管理系统集成服务1.简介人们普遍认为，网络服务角色在企业中无疑是重要的。